Delaware
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06-0868496
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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Commission File Number
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1-12879
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One Rockefeller Plaza, New York, New York
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10020
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone Number including Area Code
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(212) 218-7910
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(Former name or former address, if changed since last report) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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·
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Removal of the right to employment with Griffin following a Change in Control (as defined in the Agreement) or similar transaction.
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·
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Removal of the right to severance upon termination of employment following a Change in Control (except as set forth immediately below).
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·
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Modification to provide that Mr. Schaan is entitled to payment in an amount equal to his base salary through the end of the then-applicable employment term if (1) a successor of Imperial’s business fails to assume the obligations of Imperial under the Agreement and (2) Mr. Schaan does not commence employment or service with such successor prior to the end of his employment term with Imperial (as of the effective date of such succession).
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·
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Modification of the definition of “Change in Control” of Imperial to include (1) the sale by Griffin of all or substantially all of the assets of Imperial or (2) the consummation of a transaction immediately following which Griffin does not conduct the Imperial business in any material respect.
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Item 9.01.
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Financial Statements and Exhibits
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SIGNATURES
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GRIFFIN LAND & NURSERIES, INC.
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By:
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/s/ Anthony J. Galici
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Anthony J. Galici
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Vice President, Chief Financial Officer
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and Secretary
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Dated: January 2, 2014
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